What are the 5 Large Corporate Filer tests?
The Secretary of State compiles the list every December 1. Every test must be met for the same fiscal year — and the computed tax must independently hit the $200,000 maximum:
| Test | Statutory rule | Who it catches |
|---|---|---|
| Exchange listing | A class or series of stock listed on a national securities exchange, as of December 1 | Public companies only — private startups cannot qualify |
| Audited financials on file | Financials filed with the SEC (or equivalent foreign agency) under GAAP or IFRS | 10-K filers and foreign private issuers |
| Scale test A (either/or) | Consolidated revenue ≥ $750,000,000 OR consolidated assets ≥ $750,000,000 | One of the two suffices |
| Scale test B (both) | Consolidated revenue ≥ $250,000,000 AND consolidated assets ≥ $250,000,000 | Must hold alongside test A |
| Max-tax trigger | Franchise tax computed under either method would otherwise be $200,000 | The designation only bites at the cap |
Non-USD financials convert at the Bloomberg spot rate on the last day of the fiscal year. Newly listed companies formed by succession use the predecessor’s most recent annual report.
$200,000 vs $250,000: what changes at the cap?
Nothing about the calculation changes — the designation only swaps the ceiling. Under Authorized Shares the $200,000 base is reached at 23,510,000 shares; under Assumed Par Value it takes $500M of capital (500 × $400). A filer at the cap pays $200,050 with the report fee. A designated Large Corporate Filer pays $250,050 flat — and the Division’s FAQ is explicit: large filer taxes cannot be recalculated. The only relief is pro-ration when terminating existence, or submitting evidence the company no longer qualifies (effective on receipt, never retroactive, no refunds).
Owe $5,000+? The 40/20/20 installment schedule with worked amounts
Installments apply to every corporation expecting $5,000 or more — not just large filers. Two worked liabilities show the cash-flow timing:
| Due date | Share | $12,000 liability | $250,000 liability | Note |
|---|---|---|---|---|
| June 1 | 40% | $4,800 | $100,000 | First estimated installment |
| September 1 | 20% | $2,400 | $50,000 | Second estimated installment |
| December 1 | 20% | $2,400 | $50,000 | Third installment; filer list compiled this date |
| March 1 (next year) | Balance | $2,400 | $50,000 | Annual report filed; remainder due |
Startup takeaway: you are almost certainly not a Large Corporate Filer
No exchange listing means no designation, full stop — and the $200,000 cap is academic for companies that recalculate. A 10M-share startup’s real bill is usually $450 via Assumed Par Value. Confirm with the calculator, file through the annual report walkthrough, and watch only the $5,000 installment threshold as you scale.
Large Corporate Filer FAQ
What qualifies a corporation as a Delaware Large Corporate Filer?
All of these under 8 Del. C. § 503(c), measured as of December 1: stock listed on a national securities exchange; SEC-filed GAAP/IFRS financials showing revenue or assets of at least $750M plus both revenue and assets of at least $250M; and a computed franchise tax that would otherwise be the $200,000 maximum. Miss any test and the $200,000 cap applies instead.
How much does a Large Corporate Filer pay?
A flat $250,000 plus the $50 annual report fee ($250,050 total). It cannot be recalculated under the Assumed Par Value Method — the Secretary of State fixes it by statute and sends a designation letter. Pro-rations apply only when terminating existence.
When are Delaware franchise tax installments due?
Corporations owing $5,000 or more pay 40% by June 1, 20% by September 1, 20% by December 1, and the balance with the annual report by March 1. On a $12,000 liability that is $4,800 / $2,400 / $2,400 / $2,400. Missing installments accrues the $200 penalty plus 1.5% monthly interest.
Can a company stop being a Large Corporate Filer?
Yes, but not automatically. The designation sticks until the corporation submits evidence to the Secretary of State that it no longer meets the criteria for a given year. Redesignation takes effect when the evidence is received — never retroactively — and no refunds are granted for taxes already paid as a large filer.
Does a newly public company qualify in its IPO year?
Possibly, via the succession rule: a corporation listed during the year through a merger or acquisition measures the $750M/$250M tests against its predecessor’s most recent annual report. Check 8 Del. C. § 503(c)(3)–(4) or counsel before assuming either status.
Can a startup become a Large Corporate Filer by authorizing billions of shares?
No. Share count alone is never enough — without an exchange listing and $250M+ scale financials, the tax simply caps at $200,000 under either method. A private company authorizing 100M shares still pays at most $200,050 and can usually recalculate far lower.
Sources
- 8 Del. C. § 503(c): large corporate filer criteria (Delaware Code Online)
- Delaware Division of Corporations: Large Corporate Filer (Tier Two) notice (PDF)
- Delaware Division of Corporations: annual report and tax information ($5,000+ installments)
- Delaware Division of Corporations: frequently asked tax questions